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Friday,
30 November 2007
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INTRACOM HOLDINGS announcement regarding the Stock Option Plan +++
INTRACOM HOLDINGS, in the framework of the annual implementation of 5 share offer Programmes in the form of a Stock Option plan, as the Programmes in question were initially decided upon at the Annual General Meeting of Company shareholders on 28/06/2000, according to article 13, par. 9 of C.L. 2190/20 and consequently amended at the shareholders' General Meetings of 18/07/2001 and 12/06/2002, as the Plan is described below, announces the following:
1. Based on the terms of the five Programmes set in the framework of the wider Company Stock Option Plan, there are 205 beneficiaries in total (22 of which participate in more than one of the Programmes), who may exercise the granted by the aforementioned Programmes but not exercised by them 361.347 rights in total, in full or partially, during the first fortnight of December 2007 (3/12/2007 - 17/12/2007). More specifically, the said rights were initially set to be exercised in December 2002 (1st Programme), December 2003 (2nd Programme), December 2004 (3rd Programme), December 2005 (4th Programme) and December 2006 (5 th Programme), but definitely within a period of five years from the initially determined exercise period. It is pointed out that this year the Company's Board of Directors did not specify beneficiaries for a new Stock Option Programme.
Specifically, pending to be exercised are:
- 158.427 rights (of which 121.420 rights at €2,61 each and 37.007 rights at €2,93 each) from the 1st Programme (initial exercise time: December 2002). These rights may be exercised until 17/12/2007. If the aforementioned period of time passes dies non the rights lapse.
- 80.730 rights at €2,93 each, from the 2nd Programme (initial exercise time: December 2003).
- 22.630 rights at €2,93 each, from the 3rd Programme (initial exercise time: December 2004).
- 85.260 rights at €2,93 each, from the 4th Programme (initial exercise time: December 2005) and
- 14.300 rights at €2,93 each, from the 5th Programme (initial exercise time: December 2006).
2. The fully paid share capital of INTRACOM HOLDINGS amounts today to €187.441.784,76 divided in 132.937.436 Common Registered shares with voting rights, of nominal value €1,41 each.
3. Following the timely deposit of the value of exercised rights by the entitled parties, the Company Board of Directors will proceed with an increase in share capital to be realised in December 2007, without a pre-emptive right of the existing, at the time of the share issue, shareholders, as well as to the certification of the Company's share capital increase, according to article13, par.9 of C.L. 2190/20. Afterwards, the Board of Directors will undertake all lawful actions, according to the legislation in force, in order for the shares corresponding to exercised rights to be admitted for trading at the Athens Exchange.
4. The number of new shares, which will ultimately be issued and whose admission to the Athens Exchange will be requested, depends on the number of shares for which the relevant right will be exercised and the corresponding amount will be deposited.
BRIEF DESCRIPTION OF THE WIDER STOCK OPTION PLAN
The general terms of the wider Stock Option Plan, which are detailed by the Company Board of Directors per Programme, are as follows:
Number of shares: The Company shares which will ultimately be issued, if all granted rights are exercised, will not exceed the approved by the shareholders' General Meeting maximum number of shares.
Beneficiaries: Entitled to these rights are members of the Board of Directors, management and other Company executives irrespective of employment time, as well as other employees.
Number of options: The exact number of stock option rights for each entitled party is determined by a decision of the Company Board of Directors, according to the party's position, productivity and general presence in the Company (experience, pay, know-how, anticipated progress, replacement difficulty, key person status, etc.).
Vest period: The rights are to be exercised in the first fortnight of December, with the submission of a written statement by the entitled party to the Company and the simultaneous deposit of the exercised rights' value.
The rights may be exercised in full or partially, within a period of five years from the initially set date, however always within the first fortnight of December of each year. If the aforementioned period of time passes dies non the rights lapse. Partial exercise of rights is not prohibited.
Strike price: The strike price of each right is determined as follows:
If the average closing price of the share in November:
- is greater than €29,35 the strike price amounts to €14,67
- is less than €29,35, the strike price is decreased by €14,67.
Minimum strike price is €2,93.
The strike price as determined above, is deposited in full during the exercise of the stock option rights.
Rights readjustment : In case the total number of Company shares changes until the initial rights exercise time, the "initial" number of granted rights as well as the strike price, are readjusted accordingly, so as to keep the ratio of the beneficiary's participation in the Company's share capital with the "final" number of rights.
Rights transfer: The stock option rights are strictly personal and may not be transferred. In case of a beneficiary's death, the rights may be exercised by the beneficiary's heirs.
The stock option rights offered and the special agreement entered into by the entitled parties' acceptance is not part of the employment contract between the Company and the entitled party, nor is it a "salary", hence it cannot be taken into account as severance pay or retirement, etc.
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